Chief Information Officer Employment Agreement

EMPLOYMENT AGREEMENT

This Employment Agreement is entered into as of January 1, 2007, between AMIR YAZDANI ("Executive") and RENTRAK CORPORATION , an Oregon corporation ("Corporation").

1. SERVICES

1.1 Employment Position . Corporation agrees to employ Executive as Executive Vice President and Chief Information Officer of Corporation, and Executive accepts such employment, under the terms and conditions of this Agreement. Executive also agrees to serve, if elected, without separate compensation, as an officer and/or director of any subsidiary or affiliate of Corporation. Corporation represents to Executive that it currently has and will maintain directors and officers liability insurance.

1.2 Term .

1.2.1 General . The term of this Agreement (the "Term") will commence on January 1, 2007, and, subject to the other provisions of this Section 1.2, will expire December 31, 2007.

1.2.2 Renewal Term or Terms . The term of this Agreement will automatically extend into one or more " Renewal Terms" of an additional one-year period that will expire on December 31, 2008 (or December 31 of any such subsequent Renewal Term), unless Corporation, not later than October 31, 2007 (or October 31 of any subsequent Renewal Term), gives written notice (a "Notice of Non-Renewal") to Executive that the Term will not extend into a Renewal Term. Corporation may give a Notice of Non-Renewal for any reason or for no reason. Failure to extend the Term into a Renewal Term will not constitute a termination of Executive92s employment effective as of the end of the Term or any applicable Renewal Term for purposes of this Agreement. References to the "Term" of this Agreement include the initial Term and, if the Agreement extends into one or more Renewal Terms pursuant to this Section, the Renewal Term or Terms.

1.2.3 Extension of Term Upon Change in Control . Notwithstanding the foregoing, in the event of a Change in Control of Corporation, as defined in Section 8.1 of this Agreement, during the Term (or any Renewal Term) of this Agreement, the Term will automatically be extended to December 31 of the second calendar year following the calendar year in which the Change in Control occurs.

1.2.4 At-Will Employment . The parties acknowledge that Executive is and will be an at-will employee of Corporation and nothing in this Agreement will limit the right of Corporation or Executive to terminate this Agreement at any time for any reason or for no reason, subject to the provisions of this Agreement describing the compensation payable, if any, in connection with such a termination of employment.

1.2.5 Compensation Upon Termination Following Term Of Agreement . Notwithstanding termination of this Agreement, the provisions of Section 7 will continue to apply.

1.3 Duties . During the Term, Executive will serve in an executive capacity as Executive Vice President and Chief Information Officer of Corporation. Executive will report directly to Corporation92s Chief Executive Officer. Executive will be responsible for the duties of Executive Vice President and Chief Information Officer of Corporation and such other or different duties on behalf of Corporation as may be assigned from time to time by Corporation92s Chief Executive Officer or Board of Directors (the "Board"). Executive will do such traveling as may be required in the performance of his duties under this Agreement.

1.4 Outside Activities . During his employment under this Agreement, Executive will devote his full business time, energies, and attention to the business and affairs of Corporation, and to the promotion and advancement of its interests. Executive will perform his services faithfully, competently, and to the best of his abilities and will not engage in professional or personal business activities that may require an appreciable portion of Executive92s time or effort to the detriment of Corporation92s business.

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1.5 Application of Corporate Policies . Executive will, except as otherwise provided in this Agreement, be subject to Corporation92s rules, practices, and policies applicable generally to Corporation92s senior executive employees, as such rules, practices, and policies may be revised from time to time by the Board.

2. COMPENSATION AND EXPENSES

2.1 Base Salary . As compensation for services under this Agreement, Corporation will pay to Executive a base salary of $290,000 per year, payable in a manner consistent with Corporation92s payroll practices for management employees, as such practices may be revised from time to time. Executive92s annual base salary will be reviewed by Corporation92s Chief Executive Officer and Compensation Committee (the "Committee") on or before April 1 of each year during the Term (commencing in 2007), unless Executive92s employment has been terminated earlier pursuant to this Agreement, to determine if such annual base salary should be increased (but not decreased) for the following fiscal year in recognition of services to Corporation.

2.2 Corporate and Personal Performance Improvement Incentive Plan .

2.2.1 Definitions . For purposes of this Section 2.2, the following terms have this meanings set forth below:

"Bonus Income" means, for any Fiscal Year, the excess of the Net Income for Corporation for the Fiscal Year over the Threshold Income for the Fiscal Year.

"Corporate Performance Incentive Bonus" means a bonus under the Incentive Plan to reflect Corporate performance improvement equal to, for each Fiscal Year, the product of (a) the Bonus Income for that Fiscal Year, (b) Executive92s Performance Achievement Factor for the Fiscal Year, and (c) Executive92s Participation Percentage for the Fiscal Year.

"Fiscal 2007" means the fiscal year beginning April 1, 2006, and ending March 31, 2007.

"Fiscal 2008" means the fiscal year beginning April 1, 2007, and ending March 31, 2008.

"Incentive Plan" means Corporation92s Corporate and Personal Performance Improvement Incentive Plan.

"Net Income" means, for each Fiscal Year, the net income before income taxes for Corporation as determined for financial accounting purposes in accordance with Corporation92s standard accounting policies and principles, consistently applied.

"Parameters" mean, for each Fiscal Year, the Corporate "Report Card" parameters and the " Personal Expectation" performance parameters established by Corporation92s CEO, with the approval of the Compensation Committee for Executive for a Fiscal Year. Executive92s Corporate Report Card parameters and Personal Expectation performance parameters for Fiscal 2007 were previously designated by Corporation92s CEO, with the approval of the Compensation Committee, and communicated to Executive. For Fiscal 2008 and any subsequent Fiscal Year beginning in a Renewal Term, Corporation92s CEO, with the approval of the Compensation Committee will designate Executive92s Corporate Report Card parameters and Personal Expectation performance parameters no later than May 31, 2007 (or May 31 of that Fiscal Year).

"Parameter Achievement Factors" mean, for each Fiscal Year, the factors, expressed as percentages, determined by Corporation92s CEO, with the approval of the Compensation Committee after the end of the Fiscal Year to reflect the extent to which the Corporate Report Card Parameters and Executive92s Personal Expectation Parameters for the Fiscal Year have been accomplished.

"Participation Percentage" means, for a Fiscal Year, a percentage specified by Corporation92s CEO, with the approval of the Compensation Committee, to determine Executive92s Corporate Performance Incentive Bonus. For Fiscal 2007, Executive92s Participation Percentage is %. For Fiscal 2008 and any subsequent Fiscal Year beginning in a Renewal Term, Corporation92s CEO, with the approval of the Compensation Committee will specify Executive92s Participation Percentage no later than May 31, 2007 (or May 31 of that Fiscal Year).

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"Personal Performance Incentive Bonus" means a bonus under the Incentive Plan to reflect personal performance equal to, for each Fiscal Year, the product of (a) the Personal Performance Incentive Maximum Bonus for the Fiscal Year and (b) the Executive92s Performance Achievement Factor for the Fiscal Year.

"Personal Performance Incentive Maximum Bonus" means an amount of money set for a Fiscal Year by the Corporation92s CEO, with the approval of the Compensation Committee, as the maximum amount of money that the Executive might earn as a Personal Performance Incentive Bonus. The Personal Performance Incentive Maximum Bonus for Fiscal 2007 was previously designated by Corporation92s CEO, with the approval of the Compensation Committee, and communicated to Executive. For Fiscal 2008 and any subsequent Fiscal Year beginning in a Renewal Term, the Compensation Committee will designate the Personal Performance Incentive Maximum Bonus no later than May 31, 2007 (or May 31 of that Fiscal Year).

"Performance Achievement Factor" means a factor, expressed as a percentage, rounded to the nearest whole percent, based on the arithmetic average of the Parameter Achievement Factors for a Fiscal Year; provided however that (a) if the average of the Parameter Achievement Factors is less than 75%, the Performance Achievement Factor will be zero, and (b) the Performance Achievement Factor may not exceed 100% unless expressly approved by Corporation92s CEO, with the approval of the Compensation Committee.

"Threshold Income" means the level of Net Income for Corporation for a Fiscal Year as designated by Corporation92s CEO, with the approval of the Compensation Committee. The Threshold Income for Fiscal 2007 was previously designated by Corporation92s CEO, with the approval of the Compensation Committee, and communicated to Executive. For Fiscal 2008 and any subsequent Fiscal Year beginning in a Renewal Term, the Compensation Committee will designate the Threshold Income no later than May 31, 2007 (or May 31 of that Fiscal Year).

2.2.2 Determination of Parameter Achievement Factors . As soon as practicable after March 31, 2007 (or March 31 of any Fiscal Year beginning in a Renewal Term), Corporation92s CEO, with the approval of the Compensation Committee will evaluate the extent to which Corporation and Executive have met the Report Card and Personal Expectation parameters and determine the Parameter Achievement Factors for Fiscal 2007 (or such Fiscal Year).

2.2.3 Aggregate Incentive Bonus .

(a) Fiscal 2007 . Provided Executive remains an employee of Corporation through at least March 31, 2007, Corporation will pay Executive a bonus under the Incentive Plan equal to the sum of the Corporate Performance Incentive Bonus for Fiscal 2007 and the Personal Performance Incentive Bonus for Fiscal 2007. Such bonus, if any, will be paid to Executive by June 1, 2007.

(b) Fiscal 2008 and Subsequent Fiscal Years Beginning in a Renewal Term . Provided Executive remains an employee of Corporation through at least March 31, 2008 (or March 31 of any subsequent Fiscal Year that begins during a Renewal Year), Corporation will pay Executive a bonus under the Incentive Plan equal to the sum of the Corporate Performance Incentive Bonus for Fiscal 2008 (or such subsequent Fiscal Year) and the Personal Performance Incentive Bonus for Fiscal 2008 (or such subsequent Fiscal Year). Such bonus, if any, will be paid to Executive by June 1, 2008 (or June 1 of such subsequent Fiscal Year).

2.3 Equity-Based or Other Long-Term Incentive Compensation . Executive will participate, together with Corporation92s other senior executives, in Corporation92s 2005 Stock Incentive Plan (the "Plan"). Executive will be granted options to purchase shares of Corporation92s common stock and/or other equity-based awards under the Plan, or under another long-term incentive compensation plan that may be developed by Corporation for its senior executives, at the times and in the amounts determined by the Committee. All awards will be subject to the provisions of the Plan or such other long-term plan.

2.4 Additional Employee Benefits . Executive will receive an annual grant of 208 hours of credit (or such higher number of hours as are credited to Corporation92 s other senior executives) under Corporation92s Personal Time Off (PTO) program. Personal time off and vacation may be taken in accordance with Corporation92s rules, practices, and policies applicable to Corporation92s senior executive employees, as such rules, practices, and policies may be revised from time to time by the Board or the Committee. During the Term, Executive will be entitled to any other employee benefits approved by the Board or the Committee, or available to officers and other management employees generally, including any life and medical insurance plans, 401(k) and other similar plans, and health and welfare plans, each whether now existing or hereafter approved by the Board or

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the Committee ("Benefit Plans"). The foregoing will not be construed to require Corporation to establish any such plans or to prevent Corporation from modifying or terminating any such Benefit Plans.

2.5 Expenses . Subject to review and approval by the chairman of Corporation92s audit committee, Corporation will reimburse Executive for reasonable expenses actually incurred by Executive in connection with the business of Corporation. Executive will submit to Corporation such substantiation for such expenses as may be reasonably required by Corporation.

3. CONFIDENTIAL INFORMATION

3.1 Definition . "Confidential Information" is all nonpublic information relating to Corporation or its business that is disclosed to Executive, that Executive produces, or that Executive otherwise obtains during employment. Confidential Information also includes information received from third parties that Corporation has agreed to treat as confidential. Examples of Confidential Information include, without limitation, marketing plans, customer lists or other customer information, product design and manufacturing information, and financial information. Confidential Information does not include any information that (i) is within the public domain other than as a result of disclosure by Executive in violation of this Agreement, (ii) was, on or before the date of disclosure to Executive, already known by Executive, or (iii) Executive is required to disclose in any governmental, administrative, judicial, or quasi-judicial proceeding, but only to the extent that Executive is so required to disclose and provided that Executive takes reasonable steps to request confidential treatment of such information in such proceeding.

3.2 Access to Information . Executive acknowledges that in the course of his employment he has had and will have access to Confidential Information, that such information is a valuable asset of Corporation, and that its disclosure or unauthorized use will cause Corporation substantial harm.

3.3 Ownership . Executive acknowledges that all Confidential Information will continue to be the exclusive property of Corporation (or the third party that disclosed it to Corporation), whether or not prepared in whole or in part by Executive and whether or not disclosed to Executive or entrusted to his custody in connection with his employment by Corporation.

3.4 Nondisclosure and Nonuse . Unless authorized or instructed in advance in writing by Corporation, or required by law (as determined by licensed legal counsel), Executive will not, except as required in the course of Corporation92s business, during or after his employment, disclose to others or use any Confidential Information, unless and until, and then only to the extent that, such items become available to the public through no fault of Executive.

3.5 Return of Confidential Information . Upon request by Corporation during or after his employment, and without request upon termination of employment pursuant to this Agreement, Executive will deliver immediately to Corporation all written, stored, saved, or otherwise tangible materials containing Confidential Information without retaining any excerpts or copies.

3.6 Duration . The obligations set forth in this Section 3 will continue beyond the term of employment of Executive by Corporation and for so long as Executive possesses Confidential Information.

4. NONCOMPETITION

4.1 Competitive Entity . For purposes of this Agreement, a Competitive Entity is any firm, corporation, partnership, limited liability company, business trust, or other entity that is engaged in all or any of the following business activities:

(a) The wholesale and/or revenue sharing physical or electronic distribution of home entertainment software in any media, including without limitation video cassettes, DVDs, video games, and PC software ("Entertainment Software");

(b) The fulfillment, warehouse, or distributing business in connection with the Entertainment Software industry;

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(c) The collection, aggregation, tracking, and dissemination of market information and data (such as sales, marketing, inventory, occurrence, expenditure, and advertising data) related to consumer activity in the entertainment industry; or

(d) The delivery of technological intelligence, industry analysis, and strategic and tactical guidance with respect to consumer activity in the entertainment industry.

4.2 Covenant . During the Term of and for a period ending on the last day of the applicable Noncompete Period described in Section 5.7, Executive will not, within any geographical area where Corporation engages in business:

(a) Directly or indirectly, alone or with any individual, partnership, limited liability company, corporation, or other entity, become associated with, render services to, invest in, represent, advise, or otherwise participate in any Competitive Entity; provided, however, that nothing contained in this Section 4.2 will prevent Executive from owning less than 5 percent of any class of equity or debt securities listed on a national securities exchange or market, provided such involvement is solely as a passive investor;

(b) Solicit any business on behalf of a Competitive Entity from any individual, firm, partnership, corporation, or other entity that is a customer of Corporation during the 12 months immediately preceding the date Executive92s employment with Corporation is terminated; or

(c) Employ or otherwise engage, or offer to employ for ...